Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is an investor presentation of ECD, dated
The information in this Item 7.01 and Exhibit 99.1, attached hereto will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
The forward-looking statements are based on the current expectations of the
management of the Registrant and the Company, as applicable, and are inherently
subject to uncertainties and changes in circumstances and their potential
effects and speak only as of the date of such statement. There can be no
assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements
including: risks related to the Company's businesses and strategies; the ability
to complete the proposed business combination due to the failure to obtain
approval from the Registrant's stockholders or satisfy other closing conditions
in the definitive merger agreement; the amount of any redemptions by existing
holders of the Registrant's common stock; the ability to recognize the
anticipated benefits of the business combination; other risks and uncertainties
included under the header "Risk Factors" in the Registration Statement to be
filed by the Registrant, in the final prospectus of the Registrant for its
initial public offering dated
Important Information for Investors and Stockholders
This document relates to a proposed transaction between the Registrant and the
Company. This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor will there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Registrant intends to file a registration
statement on Form S-4 with the
Once available, stockholders will also be able to obtain a copy of the Form S-4,
including the proxy statement/prospectus, and other documents filed with the
Participants in the Solicitation
The Registrant and its directors and executive officers may be deemed
participants in the solicitation of proxies from the Registrant's stockholders
with respect to the business combination. Information about the Registrant's
directors and executive officers and a description of their interests in the
Registrant will be included in the proxy statement/prospectus for the proposed
transaction and be available at the
The Company and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of the Registrant in connection with the proposed business combination. Information about The Company's directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement/prospectus for the proposed transaction.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Registrant or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 99.1 Investor Presentation of ECD Auto Design, datedMay 2023 . 104 Cover page interactive data file (imbedded within the Inline XBRL document).
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